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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 27, 2025
NEW
HORIZON AIRCRAFT LTD.
(Exact
name of registrant as specified in its charter)
| British Columbia |
|
001-41607 |
|
98-1786743 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 3187
Highway 35, Lindsay, Ontario |
|
K9V
4R1 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (613) 866-1935
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Class
A Ordinary Share, no par value |
|
HOVR |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
HOVRW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On June 27, 2025, New Horizon Aircraft Ltd. (the “Company”)
increased the maximum aggregate offering price of the Class A ordinary shares, without par value (the “Common Shares”), issuable
under its Capital on Demand™ Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC, dated
February 14, 2025, to up to an additional aggregate $16,500,000 of Common Shares, which does not include the $5,114,868 of Common Shares
that were sold to date pursuant to the Sales Agreement, and filed a prospectus supplement (the “Current Prospectus Supplement”).
A copy of the legal opinion as to the legality of the $16,500,000 Common Shares issuable under the Sales Agreement and covered by the
Current Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Gowling WLG (Canada) LLP |
| 23.1 |
|
Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
NEW HORIZON AIRCRAFT LTD. |
| |
|
|
| Date: June 27, 2025 |
By: |
/s/ E.
Brandon Robinson |
| |
Name: |
E. Brandon Robinson |
| |
Title: |
Chief Executive Officer |
2
